<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB


                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2000

                 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                 THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM

   ____________________________________TO ___________________________________
                             COMMISSION FILE NUMBER


                          CASTLE HILL ASSOCIATES, INC.

        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

                  DELAWARE                       13-4118626
--------------------------------------- -----------------------------
(STATE OR OTHER JURISDICTION OF               (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                IDENTIFICATION NO.)


      50 BROADWAY, SUITE 2300, NEW YORK, N.Y.                10004
      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)             (ZIP CODE)

         ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 785-6200

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act during the past 12 months
(or such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]           No [   ]


       At December 1, 2000, there were issued and outstanding 4,000,000
                            shares of Common Stock.


    Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]


<PAGE>


                          CASTLE HILL ASSOCIATES, INC.
                          (A Development Stage Company)



<TABLE>
<CAPTION>

                                                                                PAGE
                                                                                ----
<S>                                                                             <C>

Part I - Financial Information

Item 1.  Financial Statements

         Condensed Balance Sheets
         October 31, 2000 (Unaudited) and April 30, 2000                         2

         Condensed Statements of Operations
         Three and Six Months Ended October 31, 2000 and Period from
         April 12, 2000 (Date of Inception) to October 31, 2000 (Unaudited)      3

         Condensed Statements of Changes in Stockholders' Equity (Deficiency)
         Six Months Ended October 31, 2000 and Period from April 12, 2000
         (Date of Inception) to October 31, 2000 (Unaudited)                     4

         Condensed Statements of Cash Flows
         Six Months Ended October 31, 2000 and Period from April 12, 2000 (Date
         of Inception) to October 31, 2000 (Unaudited)                           5

         Notes to Condensed Financial Statements                                6-8

Item 2.  Management's Discussion and Analysis or Plan of Operation              9-11


Part II - Other Information

Item 6.  Exhibits and Reports on Form 8-K                                       12

         Signatures                                                             13

</TABLE>



<PAGE>

                          CASTLE HILL ASSOCIATES, INC.
                          (A Development Stage Company)

                            CONDENSED BALANCE SHEETS
                       OCTOBER 31, 2000 AND APRIL 30, 2000


<TABLE>
<CAPTION>


                               ASSETS                          October      April
                                                               31, 2000    30, 2000
                                                             -----------   --------
                                                             (Unaudited)   (Note 2)
<S>                                                           <C>         <C>
Current assets - cash                                         $    400    $    400
                                                              ========    ========


          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Liabilities - accounts payable                                $  1,096    $     --
                                                              --------    --------

Stockholders' equity (deficiency):
   Preferred stock, $.0001 par value; 20,000,000 shares
     authorized; none issued                                      --            --
   Common stock, $.0001 par value; 100,000,000 shares
     authorized; 4,000,000 issued and outstanding                  400         400
   Additional paid-in capital                                   52,078
   Deficit accumulated during the development stage            (53,174)
                                                              --------    --------
       Total stockholders' equity (deficiency)                    (696)        400
                                                              --------    --------

       Totals                                                 $    400    $    400
                                                              ========    ========
</TABLE>


See Notes to Condensed Financial Statements.

                                       2

<PAGE>



                          CASTLE HILL ASSOCIATES, INC.
                          (A Development Stage Company)

                       CONDENSED STATEMENTS OF OPERATIONS
   THREE AND SIX MONTHS ENDED OCTOBER 31, 2000 AND PERIOD FROM APRIL 12, 2000
                     (DATE OF INCEPTION) TO OCTOBER 31, 2000
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                            Period
                                                   Three        Six         from
                                                   Months      Months      April 12,
                                                   Ended       Ended       2000 to
                                                   October     October     October
                                                   31, 2000   31, 2000     31, 2000
                                                   --------   --------     --------
<S>                                               <C>         <C>          <C>

Revenues                                         $       --  $       --   $      --

General and administrative expenses                  51,096      53,174       53,174
                                                ----------- -----------  -----------

Net loss                                         $  (51,096) $  (53,174)  $  (53,174)
                                                 ==========  ==========   ==========


Basic net loss per common share                       $(.01)      $(.01)       $(.01)
                                                      =====       =====        =====


Basic weighted average common shares outstanding  4,000,000   4,000,000    4,000,000
                                                  =========   =========    =========
</TABLE>

See Notes to Condensed Financial Statements.



                                       3
<PAGE>



                         CASTLE HILL ASSOCIATES, INC.
                          (A Development Stage Company)

     CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
       SIX MONTHS ENDED OCTOBER 31, 2000 AND PERIOD FROM APRIL 12, 2000
                   (DATE OF INCEPTION) TO OCTOBER 31, 2000
                                   (Unaudited)


<TABLE>
<CAPTION>


                                                                                                Accumulated
                                   Preferred Stock          Common Stock          Additional     During the
                                 ------------------       ------------------       Paid-in        Develop-
                                  Shares    Amount         Shares     Amount       Capital       ment Stage       Total
                                  ------    ------         ------     ------       -------       ----------       -----
<S>                               <C>       <C>          <C>          <C>         <C>            <C>           <C>

Balance, April 12, 2000
    (date of inception)             -       $   -            -        $  -        $     -         $   -        $      -

Proceeds from issuance of
    common stock                                         4,000,000     400                                          400
                                  ------    ------       ---------    ----        -------         --------     ---------

Balance, April 30, 2000             -           -        4,000,000     400              -             -             400

Capital contribution                                                               52,078                        52,078

Net loss                                                                                           (53,174)     (53,174)
                                  ------    ------       ---------    ----        -------         --------     --------
Balance, October 31, 2000           -       $   -        4,000,000    $400        $52,078         $(53,174)    $   (696)
                                  ======    ======       =========    ====        =======         ========     ========
</TABLE>


See Notes to Condensed Financial Statements.

                                       4

<PAGE>



                         CASTLE HILL ASSOCIATES, INC.
                          (A Development Stage Company)

                      CONDENSED STATEMENTS OF CASH FLOWS
       SIX MONTHS ENDED OCTOBER 31, 2000 AND PERIOD FROM APRIL 12, 2000
                   (DATE OF INCEPTION) TO OCTOBER 31, 2000
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                      Period
                                                          Six          from
                                                         Months       April 12,
                                                         Ended        2000 to
                                                        October,      October
                                                        31, 2000      31, 2000
                                                       ---------     ----------
<S>                                                   <C>             <C>
Operating activities:
     Net loss                                         $(53,174)       $(53,174)
     Expenses paid by stockholder                       52,078          52,078
     Accounts payable                                    1,096           1,096
                                                       -------         -------
        Net cash provided by operating activities          -               -

Financing activities - proceeds from sale of
     common stock                                                          400
                                                       -------         -------
Net increase in cash                                       -               400

Cash, beginning of period                                  400             -
                                                       -------         -------
Cash, end of period                                    $   400         $   400
                                                       =======         =======
</TABLE>


See Notes to Condensed Financial Statements.

                                       5


<PAGE>

                          CASTLE HILL ASSOCIATES, INC.
                          (A Development Stage Company)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)



Note 1 - Operations and business risk factors:
           Castle Hill Associates, Inc. (the "Company") was incorporated on
           April 12, 2000 to seek, investigate and, if such investigation
           warrants, acquire an interest in a business entity which desires to
           seek the perceived advantages of a corporation which has a class of
           securities registered under the Securities Act of 1933. Generally, an
           issuer who has registered securities under the Securities Act of 1933
           becomes subject to the periodic and annual reporting requirements of
           the Securities Act of 1934 (and is often referred to as a "reporting
           company"). The Company will not restrict its search to any specific
           business industry or geographical location and the Company may
           participate in a business venture of virtually any kind or nature.
           Management anticipates that it will be able to participate in only
           one potential business venture because the Company has nominal assets
           and limited financial resources. This lack of diversification should
           be considered a substantial risk to the stockholders of the Company
           because it will not permit the Company to offset potential losses
           from one venture against potential gains from another.

           The Company may seek a business opportunity with entities which have
           recently commenced operations, or that wish to utilize the public
           marketplace in order to raise additional capital in order to expand
           into new products or markets, develop a new product or service or for
           other corporate purposes.

           The Company anticipates that the selection of a business opportunity
           in which to participate will be complex and extremely risky.
           Management believes (but has not conducted any research to confirm)
           that there are business entities seeking the perceived benefits of a
           company having a class of securities registered under the Securities
           Act of 1933. Such perceived benefits may include facilitating or
           improving the terms on which additional equity financing may be
           sought, providing liquidity for incentive stock options or similar
           benefits to key employees, increasing the opportunity to use
           securities for acquisitions, providing liquidity for stockholders and
           other factors. Business opportunities may be available in many
           different industries and at various stages of development, all of
           which will make the task of comparative investigation and analysis of
           such business opportunities difficult and complex.

           The Company has, and will continue to have, no capital with which to
           provide the owners of business entities with any cash or other
           assets. However, management believes the Company will be able to
           offer owners of acquisition candidates the opportunity to acquire a
           controlling ownership interest in a reporting company without
           incurring the cost and time required to conduct an initial public
           offering. Management has not conducted market research and is not
           aware of statistical data to support the perceived benefits of a
           business combination for the owners of a target company.

                                       6


<PAGE>



                         CASTLE HILL ASSOCIATES, INC.
                          (A Development Stage Company)

                   NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 2 - Unaudited interim financial statements:
           The Company had not conducted any commercial operations through
           October 31, 2000 and, accordingly, it was in the development stage as
           of that date. Management does not expect the Company to generate any
           revenues until such time that an acquisition of an operating company
           is consummated, if ever.

           In the opinion of management, the accompanying unaudited condensed
           financial statements reflect all adjustments, consisting of normal
           recurring accruals, necessary to present fairly the financial
           position of the Company as of October 31, 2000, and its results of
           operations for the three and six months ended October 31, 2000 and
           the related cumulative amounts for the period from April 12, 2000
           (date of inception) to October 31, 2000 and the changes in
           stockholders' equity (deficiency) and cash flows for the six months
           ended October 31, 2000 and the related cumulative amounts for the
           period from April 12, 2000 (date of inception) to October 31, 2000.
           Information included in the condensed balance sheet as of April 30,
           2000 has been derived from, and certain terms used herein are defined
           in, the audited financial statements of the Company as of April 30,
           2000 and for the period from April 12, 2000 (date of inception) to
           April 30, 2000, (the "Audited Financial Statements") included in the
           Company's Registration on Form 10-SB (the "Form 10-SB") for the
           period ended April 30, 2000 that was previously filed with the United
           States Securities and Exchange Commission (the "SEC"). Pursuant to
           the rules and regulations of the SEC, certain information and
           disclosures normally included in financial statements prepared in
           accordance with generally accepted accounting principles have been
           condensed or omitted from these condensed financial statements unless
           significant changes have taken place since the end of the most recent
           fiscal year. Accordingly, these unaudited condensed financial
           statements should be read in conjunction with the Audited Financial
           Statements and the other information also included in the Form 10-SB.


Note 3 - Net earnings (loss) per share:
           The Company presents basic earnings (loss) per share and, if
           appropriate, diluted earnings per share in accordance with the
           provisions of Statement of Financial Accounting Standards No. 128,
           "Earnings per Share." Basic earnings (loss) per common share is
           calculated by dividing net income or loss by the weighted average
           number of common shares outstanding during the period. The
           calculation of diluted earnings per common share is similar to that
           of basic earnings per common share, except that the denominator is
           increased to include the number of additional common shares that
           would have been outstanding if all potentially dilutive common
           shares, such as those issuable upon the exercise of stock options,
           were issued during the period. Diluted per share amounts have not
           been presented in the accompanying unaudited condensed statements of
           operations because the Company did not have any potentially dilutive
           common shares outstanding during the three and six months ended
           October 31, 2000 and the period from April 12, 2000 (date of
           inception) through October 31, 2000.


                                       7
<PAGE>



                          CASTLE HILL ASSOCIATES, INC.
                          (A Development Stage Company)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)



Note 4 - Related party transactions:
           The Company has entered into an agreement with Capital Advisory
           Partners, LLC ("CAP") pursuant to which CAP will supervise the search
           for potential target companies for a business combination. CAP owns
           800,000 shares of the Company's common stock. The agreement will
           continue until such time that the Company has consummated a business
           combination. CAP has agreed to pay all expenses of the Company
           without repayment until such time that a business combination is
           consummated, if ever. In the three and six months ended October 31,
           2000, CAP incurred expenses on behalf of the Company totaling $51,096
           and $53,174, respectively (it did not incur any such expenses prior
           to that period) and, accordingly, the Company recorded a charge to
           operations and a contribution to capital in that amount, when CAP
           pays these expenses.

           CAP has entered into agreements, and anticipates that it will enter
           into other agreements, with other consultants to assist it in
           locating a potential target company and CAP may share its stock in
           the Company with, or grant options on such stock to, such referring
           consultants and may make payment to such consultants from its own
           resources. There is no minimum or maximum amount of stock, options or
           cash that CAP may grant or pay to such consultants. CAP is solely
           responsible for the costs and expenses of its activities in seeking a
           potential target company, including any agreements with consultants,
           and the Company has no obligation to pay any costs incurred or
           negotiated by CAP.

           CAP anticipates that it may seek to locate a target company through
           solicitation. Such solicitation may include newspaper or magazine
           advertisements, mailings and other distributions to law firms,
           accounting firms, investment bankers, financial advisors and similar
           persons, the use of one or more World Wide Web sites and similar
           methods. No estimate can be made as to the number of persons who may
           be contacted or solicited. As of October 31, 2000, CAP had not made
           any solicitations and did not anticipate that it would do so. CAP
           expects to rely on consultants in the business and financial
           communities for referrals of potential target companies.

           Patricia A. Meding, who is the sole officer and director of the
           Company, is the sole officer, director and controlling stockholder of
           CAP.


                                    * * *


                                       8



<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion should be read in conjunction with the condensed
financial statements and notes thereto appearing elsewhere in this report.

OVERVIEW

         Castle Hill Associates, Inc. (the "Company") was incorporated on April
12, 2000 under the laws of the State of Delaware to engage in any lawful
corporate undertaking, including, but not limited to, selected mergers and
acquisitions. The Company has been in the developmental stage since inception
and has no operations to date other than issuing shares to its original
shareholders.

         The Company will attempt to locate and negotiate with a business entity
for the combination of that target company with the Company. The combination
will normally take the form of a merger, stock-for-stock exchange or
stock-for-assets exchange. In most instances the target company will wish to
structure the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue Code of
1986, as amended.

         The Company has been formed to provide a method for a foreign or
domestic private company to become a reporting ("public") company with a class
of registered securities. The proposed business activities described herein
classify the Company as a "blank check" company.

PLAN OF OPERATION

         The Company is a blank check company whose plan of operation over the
next twelve months is to seek and, if possible, acquire an operating business or
valuable assets by entering into a business combination. The Company will not be
restricted in its search for business combination candidates to any particular
geographical area, industry or industry segment, and may enter into a
combination with a private business engaged in any line of business, including
service, finance, mining, manufacturing, real estate, oil and gas, distribution,
transportation, medical, communications, high technology, biotechnology or any
other. Management's discretion is, as a practical matter, unlimited in the
selection of a combination candidate. Management of the Company will seek
combination candidates in the United States and other countries, as available
time and resources permit, through existing associations and by word of mouth.
This plan of operation has been adopted in order to attempt to create value for
the Company's shareholders. For further information on the Company's plan of
operation and business, please consult the Company's registration statement on
Form 10SB-12G available on the EDGAR system of the U.S. Securities and Exchange
Commission.

         The Company does not intend to do any product research or development.
The Company does not expect to buy or sell any real estate, plant or equipment
except as such a purchase might occur by way of a business combination that is
structured as an asset purchase, and no such asset

                                       9


<PAGE>

purchase currently is anticipated. Similarly, the Company does not expect to add
additional employees or any full-time employees except as a result of completing
a business combination, and any such employees likely will be persons already
then employed by the company acquired.

         The Company has not engaged in any negotiations with any specific
entity regarding the possibility of a business combination with the Company. The
Company has entered into an agreement with Capital Advisory Partners, LLC, a
shareholder of the Company, to supervise the search for target companies as
potential candidates for a business combination. The agreement will continue
until such time as the Company has effected a business combination. Capital
Advisory Partners, LLC has agreed to pay all expenses of the Company without
repayment until such time as a business combination is effected. Patricia A.
Meding, who is the sole officer and director of the Company, is the sole officer
and director and controlling shareholder of Capital Advisory Partners, LLC.

         Capital Advisory Partners, LLC may only locate potential target
companies for the Company and is not authorized to enter into any agreement with
a potential target company binding the Company. The Company's agreement with
Capital Advisory Partners, LLC is not exclusive and Capital Advisory Partners,
LLC has entered into agreements with other companies similar to the Company on
similar terms. Capital Advisory Partners, LLC may provide assistance to target
companies incident to and following a business combination, and receive payment
for such assistance from target companies.

         Capital Advisory Partners, LLC anticipates that it may seek to locate a
target company through solicitation. Such solicitation may include newspaper or
magazine advertisements, mailings and other distributions to law firms,
accounting firms, investment bankers, financial advisors and similar persons,
the use of one or more World Wide Web sites and similar methods. No estimate can
be made as to the number of persons who may be contacted or solicited. To date
Capital Advisory Partners, LLC has not made any solicitations, does not
anticipate that it will do so, and expects to rely on referrals from consultants
in the business and financial communities for referrals of potential target
companies.

         COMPETITION. The Company will be in direct competition with many
entities in its efforts to locate suitable business opportunities. Included in
the competition will be business development companies, venture capital
partnerships and corporations, small business investment companies, venture
capital affiliates of industrial and financial companies, broker- dealers and
investment bankers, management and management consultant firms and private
individual investors. Most of these entities will possess greater financial
resources and will be able to assume greater risks than those which the Company,
with its limited capital, could consider. Many of these competing entities will
also possess significantly greater experience and contacts than the Company's
Management. Moreover, the Company also will be competing with numerous other
blank check companies for such opportunities.

         EMPLOYEES. The Company has no employees nor are there any other persons
other than Ms. Meding who devote any time to its affairs. It is not expected
that the Company will have employees except as a result of completing a
combination.

RESULTS OF OPERATIONS

         During the six and three months ended October 31, 2000, the Company
incurred a net loss of $53,174 and $51,096 respectively. This was due to general
and administrative expenses,


                                      10

<PAGE>

including professional fees, incurred by the Company in connection with its
formation and the filing of a registration statement on Form 10-SB. The Company
paid no rent or salaries and had no other operations during the aforementioned
periods or since inception.

LIQUIDITY and CAPITAL RESOURCES

         The Company had $400 cash on hand at the end of the quarter and had no
other assets to meet ongoing expenses or debts that may accumulate. Since
inception, the Company has accumulated a deficit (net loss) of $53,174.

         The Company has no commitment for any capital expenditure and foresees
none. However, the Company will incur routine fees and expenses incident to its
reporting duties as a public company, and it will incur expenses in finding and
investigating possible acquisitions and other fees and expenses in the event it
makes an acquisition or attempts but is unable to complete an acquisition. The
Company's cash requirements for the next twelve months are relatively modest,
principally accounting expenses and other expenses relating to making filings
required under the Securities Exchange Act of 1934 (the "Exchange Act"), which
should not exceed $10,000 in the fiscal year ending April 30, 2001. Any travel,
lodging or other expenses which may arise related to finding, investigating and
attempting to complete a combination with one or more potential acquisitions
could also amount to thousands of dollars.

         The Company will only be able to pay its future debts and meet
operating expenses by raising additional funds, acquiring a profitable company
or otherwise generating positive cash flow. As a practical matter, the Company
is unlikely to generate positive cash flow by any means other than acquiring a
company with such cash flow. Capital Advisory Partners, LLC has agreed to pay
all expenses of the Company without repayment until such times as a business
combination is effected. However, it is not certain that Capital Advisory
Partners, LLC will be financially able to do so. The Company has no intention of
borrowing money to reimburse or pay salaries to any officer, director or
shareholder of the Company or their affiliates. There currently are no plans to
sell additional securities of the Company to raise capital, although sales of
securities may be necessary to obtain needed funds. The Securities and Exchange
Commission and certain states have enacted statutes, rules and regulations
limiting the sale of securities of blank check companies. The Company does not
plan to issue or sell any shares or take any efforts to cause a market to
develop in the Company's securities until such time as the Company has
successfully implemented its business plan and it is no longer classified as a
blank check company.

         Should Capital Advisory Partners, LLC or other shareholders refuse to
advance needed funds, however, the Company would be forced to turn to outside
parties to either loan money to the Company or buy the Company's securities.
There is no assurance that the Company will be able to raise necessary funds
from outside sources. Such a lack of funds could result in severe consequences
to the Company, including among others:

         (1) failure to make timely filings with the SEC as required by
         the Exchange Act;

         (2) curtailing or eliminating the Company's ability to locate
         and perform suitable investigations of potential acquisitions; or

         (3) inability to complete a desirable acquisition due to lack of funds
         to pay legal and accounting fees and acquisition-related expenses.


                                      11

<PAGE>


         The Company hopes to require potential candidate companies to deposit
funds with the Company that it can use to defray professional fees and travel,
lodging and other due diligence expenses incurred by the Company's management
related to finding and investigating a candidate company and negotiating and
consummating a business combination. There is no assurance that any potential
candidate will agree to make such a deposit.

CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

The statements contained in the section captioned Management's Discussion and
Analysis of Financial Condition and Results of Operations which are not
historical are "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements represent the
Company's present expectations or beliefs concerning future events. The Company
cautions that such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements.

PART II - OTHER INFORMATION

ITEM 1 -  LEGAL PROCEEDINGS

                  None.

ITEM 2 - CHANGES IN SECURITIES

                  None.

ITEM 3 - DEFAULT IN SENIOR SECURITIES

                  None.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  None.

ITEM 5 - OTHER INFORMATION

                  None.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

                  (a) Exhibits:     Exhibit 27.1 Financial Data Schedule.
                  (b) There were no Current Reports on Form 8-K filed by the
                  registrant during the quarter ended October 31, 2000.


                                      12
<PAGE>


                                   SIGNATURES


         In accordance with Section 13 or 15(d) of the Exchange Act, the Company
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.


         CASTLE HILL ASSOCIATES, INC.


         By: /S/ PATRICIA MEDING

         Patricia Meding
         President

         Date: December 15, 2000


In accordance with the Exchange Act, this Report has been signed below by the
following persons on behalf of the Company in the capacities set forth and on
the dates indicated.


         Signature                  Position                        Date

By: /s/ Patricia Meding             President and Director    December 15, 2000
   ---------------------------
         Patricia Meding




                                      13